Young Justice: along came a spider-boy
by The Astonishing Spider-Fan
Summary: An alternate version of earth 16. Marvel and DC have always co existed. This is what happens when a spider's son joins the team. Please read and review. Be brutally honest, I won't get angry I'll respect it. Any way Ben Parker has joined young Justice, His father Spider-man has always been a member of the Justice League of Avengers.
1. Spider-boy meet the team

**(A/N: This is a fanfic about young justice. In this universe Marvel and DC always coexisted. The main superhuman team on Earth is the Justice League of Avengers. The original members here are Batman,Superman,Iron man,Thor,Spider-man,Wolverine,Wonder woman,Flash, , Aquaman, and Martian Manhunter. Takes place in Earth 16 after Ms. Martian ** ** joins the team.)  
**"Is this important?" Kid Flash asked zooming into the cave.

"Batman called this meeting. Of course it is important." Aqualad said

"I wonder what's up" Ms. Martian said happily

_Recognized 02 Batman, 03_ Spider-man

"Hi." Spider-man said waving at the team.

"heyspideyfanofyourwork." Kid Flash said quickly

"Thanks, Kid flash right?" Spidey said

"Yes." Kid flash said excitably "He knows my name." Kid flash whispered

"You understood that?" Kaldur asked

"Yeah. I hang out with Flash and Quicksilver a lot so I got used to the speedster talk." Spidey said as Batman became visibly annoyed

"That's not why we're here." Batman said gruffly

"Why are you here?" Super boy asked

"To introduce your newest team member." Batman said calmly

_Recognize B07 spider-boy_

"Hey guys." Spider-boy said smiling underneath his mask.

"SB! Good to see you, How you been?" Robin asked

"I've been better. S'up rob?" He asked

"Nothing much." He replied grinning

"What happen you were right behind me?" Spider-man asked

"There was a mugging. A helpless girl and her little brother, and a a man with a sad excuse for a pocket knife trying to earn _easy_ money." He replied

"Good job. But you should have reported in. You know the rules." He teased back

"Alright, alright." Spider-boy said walking over to robin

'Spider-boy will be the newest addition to the team. He has various specialties so I hope you look forward to training and working with him." Bat,an said walking towards the zeta-tube.

"Be on your best behavior." Spider-man said before they were flashed out

"So I guess introductions are in order. Spider-boy meet Aqualad, Kid flash or Kid Mouth, Ms. Martian, and the moody kid is Super Boy." Robin said pointing at the rest of the team.

"I'm Spider-boy." He said waving

"Can't we get a name?" Kid Flash asked

"Afraid not, the Spider's orders." He replied

"You sound like Robin." Kid Flash said frowning

"The bat too?" Spider-boy asked turning to robin.

"You know it SB." Robin said

"So any one care to show me where I'll be staying?" Spider-boy asked

"You'll be living in the cave?" Super boy asked finally taking note of spider-boys presence.

"Yep. Spider-man thinks it would be good if I took a page from his book and joined a superhuman team." Spider-boy explained

'I'll show you to your quarters." Ms. Martian said leading Spider-boy down a long hallway

"This is going to be fun." Robin said wrapping his arm around super boys shoulder and walking after them.


	2. New friends

The next day Ben woke up. His room was rigged with several traps only he and Robin could avoid. He got up and looked thorough his closet. He only had three costumes. One was the classic red and blue except the mask eyes were larger. The second was the classic black with enlarged mask eyes and a smaller white spider on the chest. The last was a suit resembling Robins. It had gold where the Black would be.

"_I remember this. But who could forget?_" Ben thought picking up the costume.

_Flash Back_

_Anti-Venom approached the dark knight. His fangs snarling. The boy wonder had been webbed down. Directly next to him was spider-boy. Even though they both wore masks you could see the despair on there faces. Spider-man was standing next to Batman. They had been drugged and beaten. On the skyscraper above the alley were the crime lords. The Kingpin and Blackmask. _

_"I don't think there going to get out of this one." Blackmask said turning towards the large Caucasian man next to him._

_"Yes, the spiders have been a thorn in my side for to long. Now you'll be rid of your bat and robin." The Kingpin said as the two heroes barely managed to avoid Venoms strikes._

_"But how did you convince him to fight on our behalf?" Blackmask asked since he knew Brock liked to consider himself an vigilante._

_'Simple. I convinced him that once again Spider-man is a murderer and The Justice League of Avengers are covering for him." The Kingpin answered cackling_

_"Brock trust me there toying with you!' Spider-man shouted as he punched Anti-Venom_

_"I don't think he's listening Peter." Batman said throwing Bat grenades in Anti-Venom's direction. The smybiote winced and then Brock continued his attack._

_"They need our help." Robin cried out_

_"I know, I just wanted to see how much the Devil's breathe affected them and if it was affecting Brock." Spider-boy said calmly_

_"What does that have to do with any thing?!" Robin shouted_

_"Dick, it means we won't contract it after I free us." Spider-boy said ripping himself free from the webbing. Then he turned and ripped Robin free from the webbing. Then Robin pulled out his staff and watched horror as Anti Venom punched Spider-man thorough a wall and morphed his hand into a sword and prepared to stab batman._

_"Bruce!" Robin yelled jumping in front of his mentor._

_"Dick!" He yelled as Robin was impaled by the symbiotic blade._

_"Richard!" Ben said turning to face Brock. He then rushed him and used all available strength to punch Brock. He continued to punch and Thrash. Brock had no idea what to do. Ben seemed faster and stronger than his father. But that wasn't the case. Ben has never bonded to a smybiote and in turn his spider sense works on them. Another thing was unlike his father his DNA was part spider, His powers were genetic not radiation based. Meaning none of Brock's usual tricks worked on him. It never really mattered until now. Ben then sent Brock flying with an incredibly powerful punch._

_"Bruce take him back to the cave. I and my father will deal with Eddie." Ben said seriously as when he turned around he was already gone. " The only person in the world who can make a quieter exit than us." Ben finished as he helped his father up and they went after Brock._

_The Next day_

_"Hi Alfred. We're here to see Dick." Ben said smiling at the butler_

_"Hello Benjamin, Peter, Please come in." Alfred said gesturing to the door._

_"How is he Alfred?" Peter asked_

_"Master Richard is fine. But he will be temporarily paralyzed for the next 48 hours." Alfred explained_

_"Can I see him?" Ben asked_

_"Yes, and while you do that Peter and I have League business to discuss." Batman chimed in._

_Ben walked into Dicks recovery room._

_"Hey Dick." Ben said trying his best to imitate happiness _

_"Hey Ben." Dick replied weakly_

_"Dick this is my fault, I didn't free us when I could have. Just to test a dumb theory. If there's anything you need just ask." Ben said_

_"I don't want you to do anything." Dick said honestly_

_"Please." Ben pleaded  
_

_"There is one thing." Dick said_

_"Name it." Ben replied quickly_

_"Be Robin." Dick said_

_"What?!" Asked a confused Ben_

_"Listen. After what happened last night it's obvious Batman needs someone watching his back. I can't rest knowing he'll be out there **alone** for two days. So suit up until I'm able to move again." Robin explained_

_"Alright." Ben said leaving_

_"Come on dad." Ben said grabbing his Fathers arm walking out of the manor._

_Later that night_

_Batman walked down the alley he jumped the thugs. They weren't expecting to see him. There were about ten of them. But any numbers just a number when your batman. He began to twirl and twist in the air landing blows to knock his foes unconscious He left on awake for questioning._

_"What were you hired to steal?" The Dark Knight asked in a voice that made the criminal wet himself._

_"I can't tell you." He said with a grin on his face. Batman didn't under stand it. Then behind him one of thugs got up and pointed his gun at Batman's head._

_"Die Bat." He yelled as he prepared to pull the trigger. Then he was kicked in the face by a boy with dark brown hair in a costume resembling Robins._

_"Please continue Boss." The boy said grinning_

_After an hour batman got his answers and he and Ben were talking on the roof._

_"Ben why are you dressed like that?" The Dark Knight asked pointing at his unusual attire_

_"I promised Dick I'd be your Robin until he got better. Dad was fine with it and I mom sewed this costume for me." Ben explained_

_"Alright but you play by my rules." Batman said shooting his grappling hook at a near by building._

_"Sweet." Ben said jumping after him._

_Flash back end_

Ben then tossed the suit aside and put on the classic red and blue. He dismantled the traps and walked out the door. He was greeted by Ms. Martian first. She immediately hugged him something she meant do yesterday but didn't. Ben hadn't been much of a huger but patted the alien girl on the back.

'Morning Ms. Martian." He said

"Please call me M'gann." She said releasing him.

'So what's on the agenda?" Spider-boy asked walking into the kitchen and eating ten pancakes,two bowls of cereal and a muffin.

"I've never seen any one eat that much except Wally." Ms. Martian said as she watched Ben gobble down.

" Sorry. But I like wally have a high metabolism. His is high because of how many carbs he burns and his body needs a constant supply of energy to keep up. My strength also burns a lot of energy and in turn I also have to eat a high quantity of food to maintain my prowess." Ben explained

"Strength? Your super strong?" Kid Flash asked

"Yep." Ben replied making Super Boy scoff

'Tell them how much you bench.' Robin said snickering

"A bus or 20 tons if you prefer." Ben said bluntly**(A/N; For those who don't know this is the strength level spider-man had after the mutations during the other event. In this reality Peter could already lift 15 tons upon receiving his powers, 20 -25 tons during his mutations and now lifts 30 tons putting him league with Black Tarantula. Ben is a little more than half as strong as Peter so he can lift 20 tons.)**

'Wow." Kid Flash said in amazement

"Alright so Robin want to spar?" Spider-boy asked

"Your on." He replied with a smirk.

**3 hours later**

"Spider-boy and Robin do you guys want to go camping?" Ms. Martian asked

"Sure." They replied getting off the couch and following M'gann. They then took off in the Bio ship to a nearby forest.


	3. Memories

"Do we even have permission to go camping?" Robin asked

"I asked red earlier after I invited Ms. M." Kid Flash said coolly "I never imagined she'd invite the rest of you." He whispered to where only Super boy and Spider-boy could hear him.

"How much longer until we reach the camp site? Oh and thanks for lending me the shades." Ben said turning to Robin

"It's cool SB I have plenty." Robin replied has they finally arrived at the camp site.

"Alright what do you want to do?" Kaldur asked

'Maybe we should tell stories?" Spider-boy suggested

"How about are origins?" Robin suggested

"Yeah it's the perfect way to bond and get to know each other.' M'gann said happily

"I'll go first. It all started about a year ago..." Kid Flash began

_Flash Back_

_Wally discovered his uncle Barry Allen was the Flash. Being the Flash's biggest fan, he begged his hero to let him become his sidekick. Barry refused, but that didn't stop Wally. He replicated the experiment that gave Barry his powers in his family's garage. He blew up the garage and ended up in the hospital. Barry felt guilty for leaving notes that Wally could work on._

_After he came out of the hospital, Wally manifested the powers he desired. Barry reluctantly agreed to let him become Kid Flash, but only if he did exactly as he said._

_Flash Back end_

'And that's how I became Kid Flash." Wally finished

"Very nice, I will go next unless someone else wants to go." Kaldur said quietly

"Go ahead Kal, it's okay." Spider-boy and Ms. Martian said at the same time

_Flash Back_

_Aqualad came from the Atlantean city of Shayeris, where he was raised by Sha'lain'a, a native of that city, and Calvin Durham, a henchman of Black Manta who was genetically altered to infiltrate Atlantis.[7] However, his actual father was Black Manta himself.[3] He completed his education and began mandatory military service at age 12. At 14, he was transferred to the Conservatory of Sorcery in Poseidonis.[14]_

_One day, the villain Ocean-Master attacked Atlantis, causing Aquaman to battle with him. During the fight, Aquaman was defeated, but was suddenly helped by the combined forces of Kaldur'ahm and Garth. Using a combination of Garth's magic and Kaldur's fighting abilities, the two attacked Ocean-Master. Though they were easily defeated, this allowed Aquaman precious time to recover and defeat Ocean-Master.[14] After the victory, Aquaman offered the boys the opportunity to become his protégés. Although Garth declined the offer and returned to his studies, Kaldur jumped at the chance to serve his king as his sidekick.[5] He became a superhero two years before his tour of the Hall of Justice._

_Flash Back end_

"Amazing." Ben said when he finished

"Who's next?" Robin asked

"How about supes?' Spider-boy asked

"Every one already knows my origin. I'm a clone of superman made by cadmus and to destroy superman. I constantly think about killing him, I don't really want to though." Superboy said honestly

"Superboy." Ms. Martian started

"Super boy it's okay." Spider-boy interrupted

'What?" Super Boy questioned

"There's nothing wrong with being a clone. My uncle Kaine is a clone. It doesn't make you any less human. My uncle was made like you to be a weapon of sorts. But my father showed him the way and now he's one of earths most respected heroes. Now you have friends to show you the way. What I'm trying to say is it doesn't matter why you were created, It's important that you decide the circumstance and time of your termination, and whether it's alongside heroes or against them." Spider-boy explained

"Thanks, What's your uncles name?" Superboy asked

"Scarlet Spider." Ben admitted

"No way that dudes hard core!" Kid Flash shouted "Why isn't he in the league?" Kid Flash questioned

' He's very violent. Sometimes he even kills. No one in the League would approve him except Wolverine and Spider-man." Robin chimed in'Plus he doesn't want to be in the League or any superhero team." Spider-boy added

"I'll go next if that's cool." Spider-boy said

"Please do." M'gann said happily

_Flash Back_

_Ben was 13 when he went on a science field trip to horizon labs. A place where his father Dr. Parker worked. Of course Ben didn't mention any names. When Ben approached a particular machine leaking radioactivity he began to feel strange. Then while exiting the building to get some air he walks into the street. A car is fast approaching and Ben feels a slight tingle in the back of his skull and instinctively jumps out of the way. He than clings to a nearby building. He figures that the radioactivity granted him spider like abilities. So he confronted his father about it. He revealed that he was spider-man and that he passed down the genes to Ben. Ben pleaded with his father to let him be his sidekick. His father reminded him that with great power comes grate responsibility and that it was his responsibility to help his father. Ben was pleased so he asked his mother to sew him a costume and has been the spectacular spider-boy since.  
_

_Flash back end_

"Wow." Kid Flash exclaimed

"How about you go next Ms. M?" Spidey asked

"Sure." She replied with a smile.

_Flash back_

_M'gann M'orzz was born 48 Earth years ago on the planet Mars.[4] Her mother is a Green Martian, the sister of J'onn J'onzz, and her father a White Martian(Left out this part.).[17] She has twelve sisters and seventeen brothers, and an extended family of 300 cousins.[11] All of her siblings are Green Martians, except one brother who is a White Martian.[17] As a White Martian,[15] M'gann suffered rejection from the predominant Green Martians(She left out that part two.).[18] She grew up watching Earth television, and following Martian Manhunter's adventures on Earth.[11] She was especially fond of Hello, Megan!, a comedy show that lasted only one season; she was drawn to the main character, Megan Wheeler, because of the similarity of their names, and because all her problems were solved in 22 minutes.[15]_

_In June 2010,[19] she stowed away on Martian Manhunter's ship on one of his trips from Mars to Earth. He had never seen her before, but made her his protégé.[20] She lived with her uncle until July 2010.[21]_

_ Flash Back End_

"Wow great story beautiful." Wally said first

"I'm nest." The boy wonder exclaimed

_Flash Back_

_Richard "Dick" Grayson is the child of the acrobatic circus family "The Flying Graysons" of Haly's Circus.[1] He was born on December 1, 1996,[5] and named after his uncle, Rick.[8] His parents John and Mary,[8] along with his older cousin John[8] and aunt Karla[8] fell to their deaths in a trapeze "accident" caused by mob boss Zucco on April 1st, 2006,[21] when he was 9. Other than Dick, who did not participate in the fatal routine, the only survivor was his uncle Rick, who was very badly injured and unable to care for his nephew. Since the accident, Dick has lived with Bruce Wayne and made the transformation to Robin under Bruce's training (eventually bringing Zucco to justice together).[1] Batman's main motivation was to make sure young Dick would not grow up the way Bruce Wayne did, i.e. driven by a desire for vengeance.[22](Left out all names.)_

_Robin intensely fears that he might not be as fearless as his family (both biological and adoptive) is supposed to be,[23] and is afraid he has to fill Batman's boots._

_Flash back end_

'This was fun." Spider-boy said

"Yeah." The other SB replied

"Now somethings going to ruin it." Ben sighed

"He's right." Robin said

"Team come in, Batman has your first mission." Red Tornado said into communicator

"You were right." Kid flash said zooming in to the cave.

**(A/N: Please review. Also review saying who you want Ben's mother to be, It can be any one from either universe. Also read my other stories!)**


	4. Drop-Zone

Inside the Santa Prisca Venom Facility, the Cult of the Kobra takes over. But if one of their prisoners defeats their master's champion in hand-to-hand combat, they will leave. Bane steps forward and receives his dose of venom, which he uses to enhance his strength. A scrawny Mammoth enters the ring but is injected with Kobra-Venom which transforms him into a hulking beast. Bane and Mammoth face off. Mammoth gains the upper hand and then grabs him and tosses him to the ground as the Cultists then chant _Hail Kobra_.

Meanwhile, the Bio-Ship is on its way to Santa Prisca, as Robin reminisces the mission details Batman gave them.

Batman told them that "Santa Prisca, the world-wide producer of Venom has stopped all shipping of the product, despite the fact that the factory is producing the drug at full capacity. I want The Team to infiltrate the prison, investigate the situation, and report back to the Justice League. If the League needs to intervene, we will." They ask about a team leader but Batman sates that the responsibility of choosing a leader is their responsibility.

As they approach the first drop-zone, Aqualad activates his stealth-tech costume as Miss Martian puts the Bio-Ship in camouflage mode. Aqualad dives into the water and swims to the beach, where he places heat and motion sensors in their correct position and orders the Team to move in. Robin, Kid Flash, Miss Martian, and Superboy are about ready to descend as Kid Flash and Miss Martian activate their stealth-tech costumes. Spider-boy was simply wearing his traditional costume with black and gray instead of red and blue

"Superboy aren't you gonna try on the stealth-tech?" Kid Flash asks .

" I refuse to wear a costume, no CAPES NO TIGHTS NO OFFENSE."Superboy refused .

Miss Martian comments "that it totally works for him." The five descend from the ship and call Aqualad. Aqualad, who is scaling a cliff, tells them to head for the factory and he'll meet them there. They then set off for the factory when Superboy hears a twig snap

"I'm sensing something to." Spider-boy pointed out before vanishing with robin. Kid Flash puts his goggles on and switches them to thermal mode and sees two armed squads of guards or "armed bozos" as he put it, heading for each other. Once they meet, a firefight begins. Aqualad tells them to avoid the fight, but Kid Flash sees Robin trip and fall right into the middle of the fight. Superboy, Miss Martian, Aqualad, and Kid Flash arrive and save Robin. They take on the armed guards while Superboy takes on Bane.

After the fight, The Team finds out Kobra is now in charge of Santa Prisca, a detail that Batman didn't know about, which means that Kobra came and tossed Bane and his goons out. Kobra is hording the Venom and

"that we're not leaving until we find out why."Robin says He then gets into an argument with Kid Flash over who the leader should be.

"I mean a leader needs to take charge and lead not hide in a forest." Kid Flash exclaimed

"It's a stealth mission, Why am I and SB the only ones that get it?" Robin shouted back

"Sorry we're not all Mr. stealth your not Batman." Kid Flash returned

"I'm the closet we got." Robin replies They both continue to attempt to assert themselves as the leader until Bane interrupts. He offers to help them take down Kobra and to get them into the factory through a secret entrance. Miss Martian reads his mind and says that there is a secret entrance, but he's hiding something. Bane then offers his assistance again by saying that "the enemy of my enemy is my friend".

Kobra and a cultist stand on the balcony of the factory. The cultist claims _he_ approaches. Kobra orders him to activate the radio-jamming net because no one must interfere. Meanwhile, Bane and the Team overlook the factory and Robin notes that the amount of Venom is shipped and ready to go. They come to the conclusion that a buy must be going down and need to find out who the buyer is. Robin and Kid Flash get into another argument over who should be leader as Bane shows them the secret entrance. He leads them into the factory. Robin leaves the group to investigate but a competitive Kid Flash follows him. Robin knocks out a cultist with a special batarang and accesses his computer Spider-boy follows him as they have similar styles of doing things. Miss Martian notices that they're shipping the newest Venom as Superboy hears a helicopter approaching. Robin and Kid Flash find out that Kobra-Venom is a combination of the Project Blockbuster formula and Venom. The helicopter lands and the buyer turns out to be Sportsmaster. Miss Martian floats above them in camouflage mode and sends a telepathic image of Sportsmaster to Aqualad. After receiving the image, he tries to contact Red Tornado and the Justice League, but to no avail. Bane tells them he has a plan and leaps off the balcony into the middle of the factory and knocks out two cultists. Aqualad and Superboy leap after him only to be attacked by Mammoth, who crashes through the window. Superboy takes on Mammoth as Aqualad fights off the cultists. While they fight, Bane escapes from the scene as Robin, Kid Flash, and Miss Martian arrive and help Superboy and Aqualad take on the cultists. While the rest of the Team battles the cultists, Robin goes after Kobra. Aqualad tells Miss Martian to establish a psychic link between the Team. He then orders Robin to return as they need to retreat.

Kid Flash runs ahead to clear a path but Mammoth and the cultists chase them into Bane's secret passage. Aqualad tells Superboy and Spider-boy to destroy the support beams and the tunnel collapses. Robin questions his failure on his first mission as leader. Aqualad hypothesized that Robin may be too experienced to lead a new team. Robin then suggests that Aqualad be leader. The others agree and Aqualad accepts, but he makes it clear that he will be leader until Robin is ready to lead the team. He then says that their first priority is to stop the shipment from leaving the island. Meanwhile, Sportsmaster attempts to start the helicopter only to find out that Robin sabotaged it earlier. A cultist suggests that they send a search party to find the Team, but Kobra says that they will come to them. As the Team reach the end of the passage, they find Bane planting explosives around the entrance. He plans to kill the Team and then the League will show up to avenge them and help him kick Kobra out. As Bane gets ready to activate the bombs, Kid Flash uses his super-speed to get the trigger from him as Superboy knocks him out.

When the helicopter becomes functional again, the Team attack, more coordinated this time. Sportsmaster attacks Superboy and Miss Martian. Kid Flash knocks out a cultist and takes his mask as a souvenir. Robin then takes on Kobra, but is no match as Kobra tosses him back without effort Spider-boy attempts to assist him but also fails. Aqualad electrocutes Mammoth as Sportsmaster takes off in his , unknown to him, Miss Martian planted a bomb in the helicopter and activates it. Sportsmaster loses control of the helicopter and is forced to parachute to safety. The helicopter crashes into the factory, blowing it up as tied-up Bane is forced to watch. Kobra escapes into the shadows. Robin then says that they chose Aqualad as the right leader (because he must now explain the mission failure to Batman).

Later, at Mount Justice, Batman berates the Team for their many failures on the mission, but congratulates them for their ability to adapt to a new plan and choose a leader, and assures them that the first mission is often the hardest for any team. Meanwhile, Sportsmaster reports to The Light about the events that happened in Santa Prisca. Sportsmaster managed to save a single vial of Kobra-Venom, but L-6 says that the formula can be reverse-engineered. The Light then states that the Team has interfered in their plans three times and must be dealt with.

**(A/N: Please review. Also review saying who you want Ben's mother to be, It can be any one from either universe. Also read my other stories!)**


	5. Schooled

During the morning rush hour in Metropolis, the road of a suspension bridge collapses as cables fall onto the road, creating a huge pile-up. A car and a school bus get knocked off the road and dangle from the side of the bridge. At his office, Bruce Wayne and Peter Parker were talking and they watch the scene and are prepared to change into Batman and Spider-man. But when they see Superman arrive, they decides to sit one out. Superman uses his super-strength and heat vision to repair one of the support beams. Superboy arrives and leaps onto the bridge to help the stranded cars. Superboy's landing shakes the bridge, forcing Superman to fly under it to support it. Bruce watches as Superboy manages to lift the car off the edge. He then tries to lift the school bus but is unable too so Superman lifts it and carries it to safety. Superboy is upset at Superman for lifting the bus for him but Superman lectures him on the safety of the bridge by leaping on it.

"Maybe we should spend some time together so he can help them control his powers and find his limits"Superboy suggests , but Superman shies away. Before Superboy can say anything else, Superman gets a call from Green Arrow, who needs his help. As Superman flies away, Bruce calls him and tells him they need to talk.

"Can I get in on this one?" Peter asked

"He listens to you more than me so I think you should." Bruce responded

"Then we can decide what to do about Norman and Lex." Peter said making his exit

Superboy returns to Mount Justice and refuses to tell his friends about his trip to Metropolis. Black Canary and Martian Manhunter arrive and Black Canary starts her training session with the Team. Black Canary is wounded from a mission she was on earlier but is still determined to teach them. She claims battle is about taking the initiative, never letting your opponent dictate the terms. Kid Flash volunteers first. He manages to block her first punch, but gets knocked on the ground when she sweeps his legs.

"Can anyone tell me what he did wrong?" Canary asked

"He hit on teacher the got pwned?" Asked Robin

"He paid more attention to your body than how it was moving?" Spider-boy followed

"Dude!" Kid Flash yelled

"Good guesses but wrong. The problem was he let me dictate the terms of the fight. You see.." Canary is about to continue before being interrupted by Superboy

"It's useless for you to teach someone with super strength anything. With my power the fights always on my terms." Superboy interrupted

Superboy is not impressed though, he thinks that with his strength, he'll always win. Black Canary proves him wrong when she knocks him on the floor twice. Superboy gets angry and turns to leave. Batman calls the Cave from the site of a battle. A new enemy attacked Green Arrow and Black Canary earlier, but with every member of the League they threw at it, the android got screen you can see the android grab superman then throw him at red tornado how was hit by it, The spider-man makes an attempt but is also throw away.

" Did T.O. Morrow create the android?"Robin asks, but Red Tornado ruled that out.

"How about Alistair Smythe?" Spider-boy asked Martian Manhunter recognizes it as Professor Ivo's work, even though Ivo is dead. The remains of the android is being shipped to S.T.A.R. Labs facilities in Boston and Manhattan, with addition trucks added as decoys. Batman wants the Team to escort the real transports.

In a field in rural Connecticut, the trucks are ready to go and are overseen by the Justice League. Superman checks in on the Team as Clark Kent in a nearby forest. He avoids eye contact with Superboy. When the trucks leave, Batman reminds Superman that they need to talk. Robin and Superboy follow the Manhattan truck on their new motorcycles while Aqualad, Miss Martian, and Kid Flash follow the Boston truck on their motorcycles. On the way to Manhattan, Superboy is still angry at the way Black Canary treated him. He thinks that because he has super strength, he should train with Superman.

"taking down stronger opponents is part of being a superhero Canary, Green Arrow Batman even Spider-man had to learn that.".Robin though, disagrees and argues hearing that Superboy speeds up to avoid talking with Robin. Meanwhile, Miss Martian, Aqualad, and Kid Flash are following the Boston truck. Miss Martian is worried about Superboy but Aqualad reassures her that Superboy just needs to cool off and a quiet mission like this will clear his head. Suddenly, out of nowhere, monkey-like robots called MONQIs attack the truck. Aqualad calls Robin only to find out Robin,Spider-boy and Superboy have the same problem. Robin switches his bike to battle mode while Superboy and Spider-boy leap on the truck. Robin can't evade Superboy's falling bike and uses a batarope to get on the truck. Superboy takes on the MONQIs but gets hit in the face by one and the others lift him off the truck while he's distracted. Spider-boy begins to web them up.

At the other truck, the MONQIs overwhelm them, forcing Kid Flash and Miss Martian to abandon their bikes. They try to move the fight to the truck but they are outnumbered and the MONQIs escape with the cargo. Back at the other truck, Robin and Superboy get back on the truck as the MONQIs blow up the truck's wheels. The MONQIs escape as Robin safes the driver. Superboy ditches his comm link and goes after the MONQIs because he thinks he doesn't need help. Spider-boy follows him. Aqualad, Kid Flash, and Miss Martian call Robin to plan their next move. Aqualad tells them they need to get the parts back before they are reassembled. Miss Martian uses her telepathy to try and find Superboy or Ivo, but to no avail. Since none of the decoy trucks were attacked, Robin hacks a MONQI and finds out the parts have a GPS beacon on them. He triangulates their position and finds out they're headed for Gotham City. The team in Boston is too far away but Kid Flash sets off on foot.

Meanwhile, at Metropolis, Bruce Wayne and Clark Kent meet at Bibbo's Diner.

"Clark you need to spend more time with Superboy." Bruce tells him .

"Superboy looks up to me too much and is nowhere near my own power."Clark thinks Bruce calls Clark, Superboy's father. Clark gets mad and storms out of the diner. At Gotham City, the MONQIs bring the parts to a cargo train. Superboy follows them there and meets Professor Ivo. He takes out the MONQIs but it's too late, Ivo has already reassembled AMAZO. Superboy takes on AMAZO, but AMAZO defeats him with ease and tosses him off the train. Superboy crashes into Gotham Academy, Robin's school. Ivo orders AMAZO to go after Superboy. Meanwhile,spider-boy having seen enough goes to aid him Robin and Kid Flash arrive at Gotham. Robin later finds out AMAZO is at his school. Superboy fights AMAZO in the hallways and the science lab and they end up at the gym. Ivo arrives and watches Superboy's feeble attempts to defeat AMAZO from the bleachers. Spider-boy saves Superboy before AMAZO can crush him. He and Robin then take on AMAZO but are easily outmatched and beaten back. AMAZO grabs Kid Flash and uses Superman's strength to crush him. However, AMAZO is forced to use Martian Manhunter's intangibility to dodge an arrow that came out of nowhere. Kid Flash escapes from AMAZO's grip as the arrow lands near Robin. Superboy decides to change tactics by going after Ivo, forcing Ivo to order AMAZO to protect his master. AMAZO stops attacking the heroes and goes to protect Ivo. Robin throws a batarang at him, which he evades by using Martian Manhunter's intangibility. Before he can change back, Superboy and Spider-boy punches him and as he becomes tangible again, Superboy fist is lodged in AMAZO's head and explodes. Aqualad and Miss Martian arrive as Robin secures the android, but Ivo escapes.

"I think he hurt my fist." Spider-boy says as Superboy scoffs. Even though he is injured as well.

At Mount Justice, Batman debriefs the Team. Ivo becomes a League priority. Batman congratulates the Team and the League is impressed, though Superman needs some time to warm up to Superboy. Batman tells them they can call for League back-up anytime, but Robin rebuts him and shows them the arrow that saved Kid Flash. He accuses the Team of following and babysitting them, but Green Arrow shows them that its not his arrow. The Team assume it's Speedy and Kid Flash takes the arrow as a souvenir. Superboy apologizes to Black Canary and is ready to train with her.

**(A/N: Please review. Also review saying who you want Ben's mother to be, It can be any one from either universe,I have a poll on profile. Also read my other stories!)**


	6. Infiltrator

On Infinity Island, Red Arrow (formerly known as Speedy) breaks into a facility and eludes surveillance and security guards. In a secured room, Dr. Serling Roquette is working on a project. She is told to finish it soon or she'll die. Suddenly, Red Arrow breaks into the room and knocks out the guards. Serling asks if he's alone and expresses disappointment when he replies yes. The alarm goes off as Red Arrow blasts a hole in the wall. Serling doesn't want to leave her project but

"I can only carry one of you." Red Arrow tells her . She reluctantly goes with him. The two zip down a zip line down a boat, waiting for them at the docks.

"What do you call this your arrow boat?" She asked

"I call it a rental now come on." Red Arrow says as he takes off under heavy fire and sets off explosives to help them escape. On the island, Professor Ojo informs Sensei that Serling finished the project. Sensei grins in delight. On Mount Justice, The Team, except for Kid Flash, go to the beach but not before taking a moment of silence for their absent friend, Wally.

In Central City, Wally goes to the first day of his sophomore year in despair. While the Team has fun in the sun, Wally's day goes from bad to worse. After school, he heads to the Cave, carrying beach equipment, only to fall over on his face. He notices Batman, Green Arrow, and Red Tornado are there alongside a costumed girl named Artemis. She teases him for being clumsy and introduces herself as the new member of the Team. Wally is skeptical of her, having never heard of her but Green Arrow introduces her as his new sidekick. As soon as Wally asks about Roy, Red Arrow walks in as the Computer addresses him as Speedy. Red Arrow tells the Computer he goes by Red Arrow and walks over to join the others. He's angry at Green Arrow for finding a new sidekick so fast. Green Arrow and Artemis tell him she's his niece. Robin doesn't buy it and Aqualad tells Red Arrow they still want him on the Team. Red Arrow tells the Team he rescued Dr. Serling Roquette from the League of Shadows, but not before she completed the project she was forced to do, The Fog. Red Arrow explains it's a nanotech weapon, capable of disintegrating anything in its path and collect valuable data as well.

At the Miami Beach University, Professor Ojo unleashes The Fog to infiltrate the Robotics lab, stealing raw data from the computer systems. After he downloads the info, he drives off as the building collapses behind him. Back at the Cave, Red Arrow explains that with the weapon in the League of Shadow's hands, they can gain access to all sorts of tech and Intel.

"they'll use the weapon for extortion, manipulation, and power broking, which is typical of them."Artemis states Kid Flash questions her knowledge on the League of Shadows, but she answers with a silent smile, which makes Kid Flash angry. Red Arrow tells them that Serling is working on a virus to stop The Fog and has her hidden at a computer lab to protect her from the League. Green Arrow is about to ask Red Arrow if they could work together on this case, but Batman stops him with a knowing look. He then asks Red Arrow if he'll work with the Team on this mission. Red Arrow refuses and leaves the Cave, but not before telling the Computer his new name. As he leaves, Kid Flash and Artemis exchange displeased looks.

At Dr. Roquette's hideout in Happy Harbor, Aqualad, Artemis, Robin, Kid Flash, and Miss Martian watch over her while Superboy and Spider-boy guard the outside of the building. Miss Martian establishes a psychic link to prevent the League of Shadows for intercepting their communications. Artemis and Kid Flash get into argument. Artemis leaves to join Miss Martian outside. Robin tells Kid Flash to go easy on Artemis, since it was her arrow that saved her from AMAZO, but Kid Flash isn't swayed. Dr. Roquette grumbles about her situation. Aqualad asks if she can track The Fog so they can use the virus. She says yes but needs to online to do it, which will expose her location. Aqualad assures her that they'll protect her from harm, so Dr. Roquette goes online to track The Fog. In Philadelphia, Professor Ojo is on a plane when he sees Dr. Roquette is online. He contacts the Sensei and tracks her location back to Happy Harbor. Sensei asks what agents are in the area.

Back at the hideout, Superboy is securing the perimeter. He hears something but brushes it off and leaps over the building to meet Artemis and Miss Martian. Artemis mentally flirts with him, being aware that everyone can hear her. Aqualad tells them that Serling tracked The Fog. He asks Miss Martian to prepare the Bio-Ship for Robin ,Spider-boy and Superboy, who are going after The Fog. As Robin and Superboy take off, a masked figure lurks in the shadows. She sneaks past Artemis and Miss Martian, who are arguing over Superboy.

"must you challenge everyone?!" Miss Martian scoffs at her for embarrassing Superboy

Artemis tells her "that where I comes from, that's how you survive." Inside, Kid Flash stands guards when he spots a shadow outside the door. He runs after the intruder only to get caught in a booby-trap, knocked out and tossed in the pool. The intruder, known as Cheshire, goes to the lab and tosses a poison shuriken at Serling, but Aqualad steps in and takes the shuriken instead. She tosses three more shurikens at him and asks if it hurts. Aqualad points out that Atlantean skin is very dense as he takes the shuriken out from under his arm. He takes out his Water-Bearers and the two begin to fight. He calls Artemis and Miss Martian for help. On the way, Miss Martian gets held back and heads for the pool. Cheshire tosses a sai at Dr. Roquette, but Aqualad barely deflects it.

Cheshire tells him "that the poison must be weakening him", but Aqualad claims to be immune to jellyfish toxin. Cheshire knocks him to the floor, ready to kill him, when suddenly, Artemis arrives and saves Aqualad. Meanwhile, Miss Martian gets Kid Flash out of the pool and the two go to join the fight. Cheshire comments that her mission just got interesting and takes out a collapsible katana. Artemis shoots a barrage of arrows at her but Cheshire deflects them with ease. Miss Martian and Kid Flash enter the room. Cheshire knows she's outmatched and outnumbered and uses a flash bang grenade to escape. Dr. Roquette scolds them for letting the assassin get away. Kid Flash blames Artemis by saying that Cheshire escaped through her perimeter. Miss Martian stands up for her by saying that she was standing there too and then comforts Artemis. Robin and Superboy call Aqualad to tell him that they were too late to stop The Fog in Philadelphia because The Fog stole data from S.T.A.R. Labs and destroyed it. Aqualad tells them to get to The Fog's next location before its too late while he and the others move Dr. Roquette.

At Dr. Roquette's new hideout, Kid Flash and Artemis guard Serling. Aqualad tells Miss Martian to stay camouflaged and sweep the perimeter. Suddenly, Aqualad is attacked by Black Spider and Hook, agents of the League of Shadows. Aqualad gets knocked out as Cheshire arrives and instructs them to kill Dr. Roquette before Miss Martian interferes. Black Spider breaks into the building. Kid Flash takes him on as Hook sneaks up on Artemis.

"SB's going to be mad someone's ripping his dad off." Kid Flash quipped

Artemis shoots him with an arrow and tells Serling to keep working. Cheshire climbs up to the skylight and fires an arrow at Roquette. Suddenly, a table is telekinetically lifted to block the arrow. Cheshire tells Black Spider and Hook that Miss Martian is near and tells them to kill Dr. Roquette quickly. Serling runs for the door but Cheshire knocks her to the floor and prepares to kill her. Suddenly, Dr. Roquette morphs into Miss Martian and Cheshire realizes that they tricked her. At The Sandbar Internet Cafe, Dr Roquette's real hideout, Aqualad stands guard outside as Serling is almost done making the virus. Meanwhile, Robin and Superboy are on their way to Wayne Tech, The Fog's next target. Robin begins to wonder what the technology can be used for but stops before saying much more to Superboy.

"Good going rob." Spider-boy say looking at him akwardly

"Shut it." Robin replies as he says they don't have time to evacuate the building. Professor Ojo pulls up at the building and is ready to unleash The Fog.

Back at the lab, Cheshire tells Hook and Black Spider to keep the Team busy while she goes after Roquette. Artemis tells Kid Flash to handle the assassins while she goes after Cheshire. Kid Flash says he doesn't take orders from her but she snaps at him to do it. Outside, Cheshire tracks Serling's trail using infrared vision. Artemis attacks her and shoots an arrow full of knockout gas at her. When Artemis gets too close, Cheshire sweeps her feet, saying that her mask has a built-in filter. Artemis tries to attack her but Cheshire knocks her out and wishes her luck next time. At the cafe, Dr. Roquette is transmitting the virus. Cheshire arrives and sneaks up behind Aqualad. She hits him with three poisoned darts to test his jellyfish toxin immunity. Aqualad tackles her but the poison begins to overwhelm him and Cheshire knocks him out with a single kick. She then turns to Roquette without knowing that the virus is done and being transmitted. Outside Wayne Tech, Robin receives the virus. Superboy spots Professor Ojo and lunges at him. Ojo knocks him out with an optic blast from his helmet. He unleashes The Fog but Robin goes after it, using override codes to bypass the security.

Spider-boy checks on super boy stating "If anyone can stop a virus in Wayne inc it's Dick."Meanwhile, Miss Martian and Kid Flash continue fighting Hook and Black Spider. Miss Martian tells Kid Flash to end it. Kid Flash knocks out Black Spider as Miss Martian takes out Hook.

While The Fog continues to rampage through Wayne Tech, Robin taps into the mainframe to upload the virus. At the cafe, Cheshire is about to kill Serling but realizes she finished the virus and has no need to continue her mission. She spares Serling stating that the League of Shadows may need use of her in the future. Back at Wayne Tech, Robin uploads the virus and destroys The Fog. Outside, Professor Ojo sees The Fog disappearing. Superboy regains consciousness and attacks Ojo again. Ojo hits him with another optic blast but Superboy withstands the blast and knocks Ojo out. As Cheshire leaves the cafe, Artemis shoots four explosive arrows at her and knocks her mask off. Artemis recognizes Cheshire and is shocked. Cheshire banters with her, saying that she'll be arrested and interrogated by her teammates, but wonders if her spot on the Team is secure enough to learn everything she knows. Artemis considers it and lowers her bow, letting Cheshire get away. Aqualad and Serling step out. Aqualad asks where Cheshire is but Artemis, with a guilty expression, tells him she got away. Kid Flash arrives and berates her for failing her mission. Miss Martian arrives with Hook and Black Spider restrained. Kid Flash takes Cheshire's mask as a souvenir. Aqualad asks Artemis if she saw Cheshire's face but Artemis lies and says no. Aqualad comforts her by saying Serling is safe and The Fog is destroyed. He thanks her and welcomes her to the Team and shakes her hand. Miss Martian says she always wanted a sister, despite having twelve on Mars but says this is different. Artemis states that she wouldn't know. Miss Martian nudges Kid Flash to thank her and the two shake hands.

"What a happy ending." Spider-boy said snickering

"Shut up." Kid Flash replied

"Is that guy dressed like a spider?" Ben asked pointing at the downed assassin

At Gotham City, Artemis is teleported to a back alley phone booth and is met by Red Arrow. Red Arrow knows she's not Green Arrow's niece, but thinks that Green Arrow and Batman must have a reason for lying, so he won't expose her. He then warns her not to hurt his friends. On Infinity Island, Sensei tells The Light that Professor Ojo transmitted the Intel from S.T.A.R. Labs before he was captured but failed to get the Intel from Wayne Tech. L-2 points out the young heroes interfered in their plans, yet again, but tells them that they have an operative on the inside

**(A/N: Please review. Also review saying who you want Ben's mother to be, It can be any one from either universe,I have a poll on profile. Also read my other stories!)**


	7. Denial

**(A/N:P.O.V/Spider Sense/Location**

_Computer/Teleporter/Android or robotic speech/Telepathic communication_

_"Thought"_

"Talking"

**_Spells/Incantations/Magic_)**

**P.O.V Spider-boy's**

"Spider-boy have you seen robin?" Kaldur asked

"Sorry Kal, He's on a _secret_ mission with Batman." I replied

"I'm going to spar with Super boy. Would you like to come?" He asked while making an exit.

"Actually I want to fight the Boy of steel myself." I said jumping a head of him. Before I realized I was in the process of changing and ergo not wearing a shirt. I was in the lab inside the cave and was improving my suits and making extra web cartridges when Kaldur walked in. I had taken off my current suit to hook it up.

_ Activate Combat training 3 2 1_

He rushed me. First mistake. I evaded his attack with ease. I flipped and proceeded with my attack. He blocked the first two the next one connected. He was obviously phased by the punch. Then I decided to toy with him. So I used several of my famous somersaults some the boy wonder him self had trouble with to do efficient strikes.

**P.O.V NO ONES**

"Kaldur's ah nice don't you think? Handsome, commanding, You should really ask him out." Artemis suggested

"No he's like a big brother to me you know who would make the cutest couple? You and Wally. Your so full of passion and He's so full of..." M'gann paused to think of a word

"It?" Artemis interjected causing both girls to laugh.

**P.O.V Spider-boy's**

We rushed at each other. Grabbing each others sides. We seemed to be equal in strength. It was strange considering how many times dad told me superman could crush him. There's obviously something wrong with Him. Could it be cellular degeneration? It caused my uncles massive power increase, Could it have caused a power decrease in him?

**Spider sense**

He flipped me. I was about to land flat on my back when I turned mid air landed on my hand and then propelled myself as I punched him dead in the chest causing him to fall over.

_Superboy fail_

I went over to help him up. He took my hand.

"Black Canary taught me that." He said coming to his feat.

"Batman taught me that move. It only works on superhumans though." I replied.

Just then Red Tornado kinda well tornadoed down in front of us and Kid Flash rushed over to him.

"Do you have a mission for us?" He asked

"_Mission assignments are the Batman's responsibility_." He replied, At least I think he's a he.

"Well the Batman's with the Robin doing the dynamic duo thing in Gotham . But you must be headed somewhere right? Hot date or a mission?" Kid Flash asked putting emphasis on mission.

"If we can be of help." Aqualad added

Tornado hesitated. Then activated a hologram that showed the mystic himself Dr. Fate. His user Kent Nelson who as he told me and my father when we seeked aid in defeating the mystical creature Morita is 106 years old. He didn't look a day over 90.

**P.O.V Kid Flash's**

"_This is Kent Nelson a friend. He is 106 years old." Red started_

"He doesn't look a day over 90." I whispered to Artemis.

" _Kent was a charter member of the Justice society the predecessors to your mentors Justice League of Avengers_." RT explained

"Of course He was Earth's sorcerer Supreme, He was Dr. Fate." Aqualad said

"Not to mention that DR. Strange himself said the helmet held more power than all the league members combined." Spider-boy added. What a show off. Just because he hangs out with the League and has meet every Avenger and fought alongside all of them. I'm still kinda mad at him for not joining the team after we rescued Superboy. Saying he had "responsibilities".

"More like Dr. Fake, He just uses some basic science to scare the bad guys and impress the babes." I whispered to Artemis

"_ That may be one of his titles but he is also care taker to the helmet of Fate the source of his power. While the current protector of the mystic arts Dr. Strange has his Eye of Agamoto it pales in comparison to this weapon. It is not wise to leave such power unprotected._" RT finished

**P.O.V Spider-boy's**

"He is like the great priests and Priestesses of Mars. I would be an honoedr to help find him." M'gann replied

"Me too. So honored I can barely stand. Magic rocks." Kid Flash quickly added

"_Here take this it is the key to the tower of Fate._" RT said as Wally took the key from his hands. I can't believe it. I over heard his conversation with archery girl. He doesn't believe in magic. This will not turn out well.

" What a coincidence us both taking a fancy to the mystic arts." Wally said Turning to Megan.

**Aboard the Bio ship P.O.V No ones  
**"So wally when honest love of magic come from?" Artemis asked in a displeased tone.

"Well I don't like to brag but before I became Kid Flash I considered becoming a wizard myself." He replied

"We have arrived a t Red Tornadoes coordinates." Ms. Martian said landing the Bio ship.

**Inside an abandoned Magic show**

Grant us access to the tower and we can end your suffering." A voice said as electricity cackle and a boy let out a laugh that could give the Green Goblin and the Joker a run for there money.

"Meow." Said an oddly shaped cat.

"Shush Teekl I'm watching the show." He said to the cat now laying in his lap.

"Sometime(Wheeze) anytime now(wheeze) my friends will come (wheeze) to save me." He said before being struck with electricity

"Encore, Encore." The wicked boy shouted clapping his hands.

"Meow." the cat interjected

"Really?" The boy asked

**The general** **area **

"Nothing." Kid Flash said returning from his search of the area.

"So what do you think harmonic mesh combined with bashifting?" Artemis asked turning to wally

"Defiantly" He says happily has Megan walks next to him "No, I mean there are obviously mystic forces at work here."

**Spider sense **

"I think it is a test of faith." Spider-boy interrupted

"Yes a test of faith." Kaldur followed putting the key into what seemed to be nothing and opening the door.

"Just like the Sanctum Sanctorum." Spider-boy whispered

**Inside the abandoned shop P.O.V Kent's**

" Hey Abra Kadabra aren't you microelectronics and phase shifting?" Klarion teased

"Yes." He replied in a defeated tone

**Inside the Tower of Fate P.O.V Spider-boy's**

"Uh where'd the door go?" Super boy asked

"Greetings you have entered with the key. But the tower does not recognize you. Please state your purpose and intent." Said a see thorough figure looking similar to Kent nelson.

Kid Flash turned to Megan then to Kent.

**Spider Sense**

" Wait!" I shouted but was to late.

"We are true believers here to find Dr. Fate." Wally replied. Then the figure disappeared. The floor began to rumble and soon gave away. As we feel I could only think stupid Wally. Then I mounted My web-shooters even though I wasn't in costume I still managed to grab it and my utility belt.

**Thwip**

I spun an enormous web. While the others had all all ready found a way to evade the pit of lava Superboy wouldn't have been as lucky.

**Outside the Tower**

Abra shoved Kent in front of the door and it showed the symbol of Fate. The door opened and they walked inside.

"The Tower won't take kindly to trespassers." He warned

"Silence." Abra said as a collar wrapped around Kent's delicate neck. We walked to the main room.

"Welcome home Kent. It is unlike you to bring guests especially ones of such great mystic power." Kent's projection said

"My friends are here to help me." The collar said as the walls opened us to a maze.

**Above the pit of lava**

" Hard to maintain altitude." Megan said struggling to hold herself and Wally in the air. 'so Hot." She said wiping away the sweat.

'Yes you are." Wally replied starring at her. What an idiot. I mean I'd still be joking but that's just uncool.

"Wally." Artemis scolded

'Hey inches above certain death I think I'm entitled to speak my mind." Wally replied

"My physiology as well as Megan's are highly selectable to extreme heat. We must leave quickly." Aqualad said

'Well I'm not a fire spider. But my webbing won't hold forever. All of this because we answered a question wrong." Spider-boy said clinging to the wall with Super boy on his back as the webbing began to dissolve. The solution he recently made was highly flammable and didn't take as long to dissolve as the other one in this case.

"Hello Megan." She said slapping here forehead" We never truly answered the question. We were sent here by Red Tornado to see if Kent Nelson and the Helmet of Fate were safe."

Suddenly the floor was covered by a metal platform we all jumped down.

'This platform should be red hot but it is cool to the touch." Aqualad pointed out stroking the floor

'Don't worry Megalicous I got you." Wally said Suddenly Artemis walked over and pushed Wally away from Megan.

"Enough your little impress M'gann at any cost nearly got us barbecued." Artemis said

'Since when did this become my fault?" Wally shot back

"Maybe when you lied to the astral projection?" I asked sarcastically

"Exactly. When you lied to that astral whatever and told it you were a true believer." She added

"Wally you don't believe?" M'gann asked

"Fine I lied about believing in magic. But magic is the real lie a load." Wally shouted

" I studied for a year at the conservatory for the skin that activates my water barriers." Kaldur chimed in

"Dude you ever heard if bio electricity? In prehistoric times fire was considered magic to me it's just a trick." Wally snorted

"A lot of doubt from the guy who can break the sound barrier in his sneakers." Artemis followed

"That's science. I recreated the Flashes laboratory experiment and here I am. Every thing can be explained by science." Wally said defiantly

"Let us test that theory." I said pushing Kal out of the way and opening the hatch

"Don't the back draft from the lava will roast us a live." Wally said

A white substance emerged

"It's snow." M'gann said

'Just like in New York." I said

'Do you ever get tried of being wrong?" Artemis asked

We all jumped thorough as it closed behind us.

"Well?" Artemis asked

"Ever here of string theory? We're in a pocket dimension." Wally explained

"Auggh!" She shouted

'What's that?" Megan asked pointing at a floating cane

'Maybe it's Nelsons magic wand." Wally said sarcastically as Artemis walked towards it.

"I got it." Artemis and Wally said at the same time grabbing the cane. "What I can't let go." They said before vanishing

**A maze of stairs**

"Are we there yet?" Klarion asked

"Tell us how to find the helmet." Abra shouted

"Can't having to much fun." He said as Abra zapped him.

"Still having fun?" He asked looking at the downed old man.

"I am. Now zap him again or push him off the edge and watch him go splat." Klarion said laughing wickedly ask Kent was shocked again.

"Meow." The cat said

"Yes I suppose we might still need him." Klarion admitted

**The Pocket dimension**

"It's like Wally can't believe in magic." said a confused Megan

"Listen Megan. Wally uses magic to explain what he can't understand. To believe in magic would be to relinquish this control." Kaldur explained

"I was the same way once. But I realized something, You must have faith in what you know to be true. Besides if Wally still can't accept magic then I'll explain it to him how Dr. Strange explained it to me." Spider-boy said suddenly

"How'd he explain it to you?" Super-boy asked

"Magic is energy. It's an energy that penetrates and binds us all. Certain people can harness this energy and it's near limitless potential. Every power has a source." Spider-boy explained when suddenly a door popped up about 20 meters away.

**The maze of stairs P.O.V Kid Flash's**

"Abra Kadbra!" Wally said looking at the 3 men.

"Well would you look at that." Kent said as he floated over to his cane, The ropes tying his hands disappeared and he,Artemis, and Wally entered a door he made appear.

"No I want that helmet. I want it, I want it, I want it!" Klarion yelled blasting the door.

**Inside the Elvator**

Cheery music played as the three stood silently.

"I'm Kent Nelson by the way." He said turning to the two teens.

"No doubt." Wally uttered as Artemis elbowed his ribs.

"I'm Artemis and Miss manners here is Wally." She replied

"Well Artemis we are up against a foe with tremendous mystic power." He said

" Abra Kadabra? Flash proved that he uses futuristic technology to simulate magic, Guys all show and no biz." Wally said in disbelief

" Right you are." Kent said

"He is?" Asked an amazed Artemis

"Yes while Abra is a fake Klarion the witch boy, The kid with the cat he is an actual lord of chaos the ultimate enemy of a lord of order like Dr. Fate." Kent Explained

"Yeah your a Lord of Order." Wally said sarcastically

"Me? I'm just an old coot Fate used to put on. Until my wife Inza convinced me there was more to life then that. She was a real pistol. Any way Klarion's after the helmet and will turn the planet into his own personal play thing." Kent said as they exited the Elevator. Just then the other members of there team fell out of the door. Only M'gann and Spider-boy landed on there feet.

"Friends of yours?" Kent asked as they were attacked

"Friends of yours?" Wally asked pushing him out of the way. Kent then struck the bell with his cane. He and Wally enter the bell followed by Klarion. Kent reaches for the Helmet but is attacked and fatally wounded by Klarion.

'Mr. Nelson.' Wally yelled as He begins to chant

"_**SETICA MAI HANAM SE MO ESE**_** ADEI!" H**E SAID AS THEY ARE SHIELD BY GOLDEN ENERGY

"Not bad for a Dr. Fake huh kid?" He said falling " I hope I gave you enough time to do what you need to do." He said as Wally held him in his arms

"I have no idea what I need to do." Waly responded

"Have faith. Believe what you cannot explain. Trust what you can no longer deny." Kent said as he died. Wally attempted CPR as Klarion as contued his attack.

"_Wally tell Kent we need Dr. Fate."_ M'gann told him as Spider-boy jumped in front of her was trapped in a electric net and the same happened to her.

Klarion then used energy to form giant hands and began to tare apart the shield.

"Have faith huh?" Wally said as he got up and grabbed to helmet. Klarion finally ripped thorough the shield and prepared to kill wally.

"If you put that on there's a good chance your never coming back." He shouted as Wally transformed into Dr, Fate

**Inside the Helmet**

''Where am I?" Wall asked looking around

"Hey kid." Kent said

"Kent? But your." Kent cut him off.

"Dead yes. Don't worry we're inside the helmet. Your being controlled by Nabu the real Dr. Fate Want to watch?" Kent asked

**On top of the Tower**

Fate and Klarion engaged in battle. Each using powerful magic.

"Your out of practice Nabu." Klarion yelled blasting at him.

"Silence brat." Wally/Nabu said as he used a shield to defend himself Klarion then teleported behind him and Blasted him in the back.

'Choosing a host with zero affinity for the mystic arts." Klarion cackled as he caused a giant energy field to crash down on them. Fate used a shield but it was breaking.

'HAHAHA." Klarion laughed

'Meow.' The cat interjected

"I am paying attention. Aren't you watching?" I'm winning." He said

"It is difficult for a lord of chaos or a lord of order to maintain a presence on the physical plane." Wally/Nabu said as he escaped Klarion's attack and Klarion called on more power."I amount to the helmet and use a human host body but that is not your way." He finished as evaded all of Klarion's attacks and then launched energy his cat.

"Your babbling Nabu." Klarion said putting up a shield of energy

"Am I?" Wally/Nabu asked Klarion,s cat was struck by the energy.  
"I can't believe you'd attack a defenseless pussy cat." He yelled turning to Fate.

"We both know that creature is no cat witch boy and with out your familiar you have no anchor to this reality." Fate said as Klarion became transparent and he fired energy at Klarion.

"Bully. Killjoy. Jezzer!" Klarion shouted before teleporting towards his cat to evade the blast."I'm out of here." And with that Klarion was gon in a cloud of black magic.

Suddenly Abra was almost completely naked. The team were free from there nets and Superboy walked up to him.

"Shows over." He said punching him.

**Inside the Helmet**

"That's how we kick it on the earthly plane. Why isn't Nabu taking off the helmet?" Wally asked

'Because I will not release this host body. The world needs Dr. Fate."

"He can't do that. Can he?" He asked turning to Kent.

"Can but shouldn't. He is not the right candidate. His soul belongs to the world of science not sorcery." Kent defended

" But I do not prefer being isolated. Being locked away for decades at a time. Chaos will not be allowed to reign." Nabu responded

"That won't happen again the boy will put the helmet to good use." Kent said

"Yeah I swear." Wally followed

"And in the mean time I'll stick around and keep you company." Kent said

"But what about you ascending and seeing Inza?" Wally asked

'Finally believe huh? Don't sweat it, I'll spend a few millennia here then see my dear Inza. That's the great thing about enertity it last forever." Kent explained

'The bargain is acceptable." Nabu said as the began to fade away.

'A little word of advice before you go, Find your own little spitfire, One that won't let you get away with nothing." Kent said as Wally removed the helmet and walked over to kents corpse and place the watch in his hand.

**The cave Wally's souvenir room P.O.V. Wally's**

He placed the helmet on the shelf.

"You never said what happened when you put on the helmet." Artemis interrupted

'The thing rewrote my brains beta waves and I tricked into becoming Dr. Fate for a few minutes." I said

'You still don't believe in magic? Why keep it at all?" Artemis asked

'Souvenir." I answered quickly

"Geek.' She yelled exiting the room.

Kent's words echoed in my min as Megan walked past the door.

"Hey Megan guess who bought us two tickets to the magic show." I said running after her.

**(A/N: Please review saying who you want Ben's mother to be, It can be any one from either universe,I have a updated poll on profile so if you've already voted please do it again considering the new options. Also I need to know who to pair Ben with. P.S:read my other stories!)**


	8. Downtime

**(A/N:P.O.V/Spider Sense/Location**

_Computer/Teleporter/Android or robotic speech/Telepathic communication/Noise_

_"Thought"_

"Talking"

**_Spells/Incantations/Magic_)**

**AvengersEMH(Guest) Thanks for thee praise. But I'm afraid that Ben's mother will not be Carol or Kara.  
**

**Harbinger Of Kaos today's your lucky day. One of your choices will be Ben's mother. As for Megan I have a special girl planned for Ben. But there will be a romantic tension between them that irritates the boy of steel as of this chapter. Take a guess for Ben's special girl.  
**

**youngjusticefanatic Thanks for the praise hope you enjoy this chapter.**

**Gotham City  
August 27, 06:17**

**P.O.V Spider-boy's**

"Hahahahahahaha." Clayface laughed as his hand became a hammer and he prepared to kill aqualad. I can barely move. Let alone think. It was like fighting sandman but regardless I should have been better, moved faster now Kal has to pay for it.

_Crash_

Batman crashed thorough the window and threw several batarangs at clayface. They exploded and Batman then electrocuted the monster.

** Mount Justice ****formerly Thunder bolt mountain**  
August 27, 07:58 

** P.O.V Kaldur'ahm's**

"I need to speak to aqualad the rest of you hit the showers and head home." Batman said

"Home? I am Home." Super boy said

"Don't remind me." Spider-boy followed getting a giggle out of Megan Then I and Robin walk up to the Dark Knight.

"Just Aqualad." He said sternly as Robin headed in a different direction.

"I am sorry you had to intervene, I know the team performed poorly." But he interrupted me.

"The team performed adequately the problem was you. Your there leader and your head wasn't in the game." He said sternly

"No you are (sigh) correct." I paused "Lately I feel as though I do not belong on the surface world. Before it filled my every thought but now my dreams are all Atlantis."

"Atlantis? Or someone you left behind? Silt your time between here and there not your mind. Make a decision." The Dark Knight said sternly

_Recognize Aqualad B02_

**Poseidonis**  
**August 27, 13:00**

I swam until I was meet by my king Orin. He was somewhat new at being king. Since Sub Mainer was killed by Ocean Master. But he is still king regardless of the circumstances and I serve under him.

"Hello Kaldur.{1}" He said

"Greetings my king." I said as we began swimming

"I have good news Kal, The queen and I are holding an intimate dinner tonight, Will you attend?" He asked

"Actually I was hoping to meet with someone special tonight." I replied sheepishly

"You may invite your friend." He said with a large grin

"Thank you." I said swimming away

"Until tonight" He said swimming in the opposite direction

I swim until I eventually find one of my friends, Topo, making a display about how I became Aqualad. He later finds my childhood friends Garth and Tula practicing with Queen Mera. Queen Mera asks if Aqualad will be attending her dinner where he asks Tula if she would attend with him responding that she and Garth have training to do but will be happy to come while swimming away, Garth told her that she has to tell Kaldur'ahm about them.

**The Cave **

******August 27, 13:00**

**P.O.V Superboy's**

"Do you want me to turn that on for you?" M'gann asked

"No." I responded as I looked at the blank screen.

"Want to help me make dinner?" She asked

"No." I said getting up

"Yes." Spider-boy said flipping into the kitchen.

"Whatever." I said walking away. I really wanted to help Megan. Better to play it off and let him do it.

"Okay we'll need some brown sugar, some salt, coco oil, vinegar some tomatoes, milk, a cup of flour some eggs a " But she was interrupted by a clanging sound. She turned to see Ben covered from head to toe in food. He managed to avoid most of it but was eventually caught off guard by the martians speed.

"Oops." she said walking towards him with a napkin"I'm sorry, It was to much at once, too much at once hello Megan." The she stared into his shades. I could see the sincerity on her face.

"What?" I whispered having seen what occurred as Red tornado walked past me. He simply watched as Megan chopped onions and Spider-boy stood up.

"I'm going to New York." He said walking towards the teleporter

___ Spider-boy_ B07

"Megan we need to talk." Super boy said

"Okay." Megan responded

**New York**

**August 27, 14:32**

_Spider-boy B07_

I walked out of the teleporter and into the snow. It was nice. I pulled on my web shooters and began to swing thorough the city. Megan filling my every thought. Probably a side effect of kissing a martian. After about 5 miles I arrived at my house. A rather large apartment and I jumped in the top floor and watched in silence as my mother approached me.

"Hi Benji." She said lovingly

"Hi mom is dad home?" I asked taking off my shades.

"He's in the kitchen and Ben?" She asked

"Yes?" I replied

"What's her name?" She asked with a wicked smile

"Megan and it's not like that." I replied blushing

"What's going on?" My father asked entering the room with a sandwich.

"Ben has a new girl." My mother answered

"No I don't." I said irritated

"Then what's going on?" My dad asked

"You see I was helping Ms. Martian make dinner when she covered me in food. She went over to clean me up and, Well my pheromones acted up and she kissed me. It's obvious she's interested in Superboy though." I explained

"Do you like this Megan?" My father asked

"More like a sister. It wasn't my fault." I said turning to mom.

"He's right." My father added

"Maybe next time I won't share my genes with you." She huffed

"Don't be like that Jess." My father said wrapping his arms around her.

"Oh and Ben we're moving to Gotham." My mother said kissing me on the forehead.

"Gotham? Why there?" I asked

"I'm doing a Horizon _project _with Wayne Industries. You're going to be attending Gotham Academy with Dick, His Birthdays in a few months so this will be easier to explain." My Father replied

"What do you mean by project?" I asked

" We really are working together, But we believe the Joker and Norman are planning something." My father said as he kissed my mother

"How long will it take?" I asked

"About 3 months." My mother stepped in

'Okay I just hope we can get back soon this city is our responsibility." I responded

"Of course, The new Spiderwoman will guard it in our absence." My father said cheerily making my mother frown.

"She's just lucky I gave her those powers." She huffed

"That's right honey Anya'd be out of luck without you, The original and Most beautiful Spiderwoman." He replied

"Dad?" I asked chowing down

"Yes?" He replied

"I hope you didn't want this sandwich." I said finishing it

"I'm going to buy more food." He said donning his costume.

"What do you want to do?" I asked my mother

"Soup up the Spider-Cycle?" She suggested

"Sure." I said

**Atlantis  
**

'Gamma squad in position."

"Beta squad in position."

"Alpha squad in position."

"Excellent. Now prepare the assault." Black Manta told his soldiers.

"Yes sir." They said over the radio

**Gotham**

**August 27, 20:04**

Dick work expertly on gymnastics. He was truly working up a sweat.

"Just Aqua lad." He huffed jumping from the trapeze down to a balance falling off, struggling the landing and punching the wall leaving a crater. Bruce watched in silence.

"Master Bruce wishes to speak to you." Alfred said as Dick got and went outside to a court seeing Bruce with a basket Ball.

"Training, Hand eye coordination." Bruce explained

"One on one?" Dick asked

"If you think you can handle it." Bruce teased as they engaged in the game. I watched with a smile.

**Atlantis  
**"A echinoderm frozen for thousands of years but still ticking. I can say with absolutely certainty that it is promising while our data is limited." Prince Orm said

"I'm hoping to rejoin you at the conservatory." I whispered turning to Tula.

"You realize you've been away form your studies for a while. You wouldn't be in Tula's class or Garth's." Queen Mera replied

"Perhaps I will need a tutor." I said joyfully as Tula looked nervous.

**Central City**

**August 27, 20:05 **

"Here let me get that." Barry said zooming and picking up his wife's plate."And that and that." He continued as he finally reached me and I finished my meal. "I got it." He said taking the plate

'Thanks uncle Barry." I said

"Your welcome kid." He called back as I walked into the kitchen.

"Your a lucky lady Iris our Wally certainly isn't that fast, Not when it comes to cleaning the table." My mom said

'Mom." I said in a embarrassed voice.

"Neither is my Jay believe me." He was about to comment but she interrupted" I know, I know your a retired speedster and because It's your birthday we won't fight." She finished with a small smile.

"Wally's fast enough when he wants to be. Where suddenly out of ice cream." Barry said carrying in the cake as I scooped the ice cream into my mouth.

"Wally!" My mom and Aunt yelled

"Uh Happy birthday?" I mumbled

**Atlantis  
**'We have an announcement." King Orin said as he and his wife stood up.

'I am with child." Queen Mera said rubbing her stomach.

"That's wonderful." Tula said getting up to hug her mentor

"Congratulation." I said shaking my kings hand" An heir to the throne at last ." I said as Prince Orm stood up."apologies prince Orm."

"It is alright Kaldur no one can be more thrilled at this news than I." Orm said

"Thank you brother." He said before kissing his wife. He then halts to answer his communicator.

"It's Superman, League business." He excuses himself " Swim with me.' He said as we began to swim." Listen Kaldur I know it's hard to live their and Love here. But I know you'll make the right choice." He finished swimming over to the teleporter.

Back in the city he and Tula are swim together. At the same time, they both told each other they had something to tell one another.

"that I have made the decision to stay in Atlantis with you and because of you." Aqualad tells her

" I'm sorry Kaldur but Garth and I are already together." Tula then tells him leaving him heartbroken and upset.

Then a building explodes due to a bomb Black Manta's crew set. Queen Mera and Prince Orm quickly rushes to the scene. They all begin to fight Black Manta's men. Garth comes behind Tula and she warns him to look out. She quickly pushes him out of the way saving his life, but also gets shocked by one member of Black Manta's crew leaving both Garth and Aqualad upset.

" I must protect both the queen and the heir. "Prince Orm said

"I don't need any protection now go." Queen Mera insisted

"If something happened to the queen or the heir under my watch my brother would never forgive me."Prince Orm explained . as Aqualad agreed with saying the battle was his. Garth offered to help him, but Aqualad said that his place was with Tula

**Gotham**

Artemis is in the living room of her small apartment with the TV on while inspecting one of her arrows. Her mother comes in turning the TV off and telling her that something came in the mail for her. Artemis saw her mom had opened it and confronted her for it, but her mother just told her to read it. She looked at the letter which said she had been into accepted into Gotham Academy with a Full Wayne Scholarship even though she didn't apply. Her mom explained that it was a very prestigious school that she should be thrilled about. Artemis then crumples up the letter and throws it on the table explaining to her mom she wasn't switching schools and her friends were at Gotham North. Her mom told her she was going or she would have to give up her 'extra curriculars'. She then tells her mom not to make threats because she can't enforce them, her mother grabs her hand telling her it is a chance to better her life, a chance her mom never got. Artemis then changes her mind when she sees tears in her mom's eyes and decides to go for her.

**Atlantis **

lack Manta and his crew in the Science Center are trying to steal the giant starfish creature. Aqualad is with Garth swimming up behind him.

"You should be looking after Tula",Aqualad tells him

"Queen Mera is looking after her." Garth explains Inside the Science Center, Black Manta commands that one of his men to check the perimeter and says that once the Manta Ray ship melts through the roof above the starfish, they will take the starfish and go. Garth then asks Aqualad if he had a plan and turns around not seeing him he then sees two of Black Manta's men coming out while Aqualad steps in and saves him saying he also has his studies. Black Manta then says its such a waste working for Aquaman and that schools risk their live for him. Garth then almost gets captured and Aqualad tells him to get his head in the game. They then try to fight Black Manta and his gang. Interestingly, Garth summons the "power of the Tempest". The creature later explodes and Black Manta escapes.

Prince Orm reports that the remaining piece of the echinoderm is regenerating but they no longer have the means to study it in Atlantis. He suggests sending it to the surface world and Aquaman acquiesces. Aqualad decides to leave for the surface world for good. He then hugs and congratulates Garth and Tula and asks what would happened if Garth became Aqualad.

Garth replies "never".

Aqualad replies "neither have I" and leaves Atlantis.

When he gets back to the Cave, Batman asks if he has made a decision. Aqualad tells him that he's there 100%. As the rest of the Team come out, he briefs them on an anomaly detected in the Bialyan desert.

Back in the depth of the ocean, Black Manta reports to the Light that the mission was a failure and was forced to execute Plan B. L-5 praises him for doing so**(A/N: L-5 is Ocean Master and Ocean Master is Prince Orm no crap that's cannon.)**

**{1} Translated from Alantean **

**Review  
**

**The Avenging Spider-Fan out**


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